UC-NRLF 


$C    23    27T 


s 


GIFT   OF 


FRANKLIN  V.   SPOONER,    ROBERT  R.   PARDOW 
AND  JOHN  C.   RUED, 

Purchasers 
and 

,  .J  . 
THE  WESTERN  PACIFIC   RAILROAD  COMPANY 


Agreement 


DATED 


,  I9I6 


Chas.  p.  Yoong  Co.,  Printers,  19  Beaver  St.,  N.  Y. 


.  V^as-Rs" 


Digitized  by  the  Internet  Archive 

in  2008  with  funding  from 

IVIicrosoft  Corporation 


http://www.archive.org/details/franklinvspoonerOOfranrich 


^-T' 


AGREEMENT,  made  this day  of 

1916,  between  Franklin  V.  Spooner,  Robert  R.  Pardow  and 
JoEdN  C.  Rued  (hereinafter  called  the  "Purchasers"),  par- 
ties of  the  first  part,  and  The  Western  Pacific  Railroad 
Company,  a  corporation  organized  and  existing  under  the 
laws  of  California  (hereinafter  called  the  "Company"), 
party  of  the  second  part, 

WITNESSETH: 

Whereas,  pursuant  to  a  decree  of  foreclosure  and  sale  en- 
tered by  the  District  Court  of  the  United  States  for  the  North- 
em  District  of  California,  and  an  ancillary  decree  entered  by 
the  District  Court  of  the  United  States  for  the  District  of  Utah 
in  certain  causes  in  equity  in  said  courts  pending,  each  en- 
titled ' '  The  Equitable  Trust  Company  of  New  York,  as  Trus- 
tee, Plaintiff,  against  Western  Pacific  Railway  Company  et  al., 
Defendants,  and  Central  Trust  Company  of  New  York,  as 
Trustee,  Intervening  Defendant  and  Cross-Complainant ' ',  and 
the  bid  of  the  Purchasers  made  at  the  foreclosure  sale  which 
occurred  in  accordance  with  the  provisions  of  said  decree,  cer- 
tain railways,  rights,  franchises,  shares  of  stock  and  other 
property  formerly  owned  or  held  by  Western  Pacific  Railway 
Company  or  its  receivers  were  sold  to  the  Purchasers  and  a 
part  of  the  purchase  price  of  said  railways  and  properties  has 
already  been  paid  by  the  Purchasers ;  and  by  decrees  of  said 
courts  confirming  such  sale  it  was  decreed  that  upon  compli- 
ance with  the  terms  set  forth  in  said  decrees  of  confirmation 
(to  which  said  decrees  as  well  as  the  decrees  of  foreclosure  and 
sale  in  said  causes  reference  is  hereby  made  with  the  same 
effect  as  if  set  forth  at  length  herein)  a  deed  or  deeds  or  other 
instrument  or  instruments  of  transfer  shall  be  executed  by 
Francis  KruU,  the  Special  Master  named  in  said  decrees,  by 


337712 


said  Western  Pacific  Eailway  Company,  by  said  The  Equitable 
Trust  Company  of  New  York,  as  Trustee  under  the  First 
Mortgage  of  Western  Pacific  Railway  Company  dated  Sep- 
tember 1,  1903,  by  Central  Trust  Company  of  New  York,  as 
Trustee  under  the  Second  Mortgage  of  said  Company  dated 
July  1,  1908,  by  Frank  G.  Drum  and  Warren  Olney,  Jr.,  as 
Eeceivers  of  said  Western  Pacific  Railway  Company,  convey- 
ing, transferring  and  releasing  to  the  Purchasers,  as  joint 
tenants,  and  to  the  survivors  of  them,  or  their  grantees,  suc- 
cessors or  assigns,  said  railways,  rights,  franchises,  shares  of 
stock  and  other  property  described  and  mentioned  in  said 
decrees  of  foreclosure  and  sale  and  thereby  directed  to  be  sold, 
subject  to  all  the  terms,  conditions  and  provisions  of  said 
decrees  of  sale  and  confirmation;  and 

Wheeeas,  the  Company  has  an  authorized  capital  stock  of 
$75,000,000,  consisting  of  $27,500,000  of  six  per  cent,  non- 
cumulative  preferred  stock  and  $47,500,000  of  common  stock; 
and 

Whebeas,  there  has  been  subscribed  $1,500,000  of  such 
common  stock  of  the  Company  and  10%  in  cash  has  been  paid 
in  on  account  of  such  subscriptions ;  and 

Wheeeas,  the  Purchasers  are  about  to  acquire  by  assign- 
ment from  the  subscriber  for  $1,498,700,  par  value,  of  such 
stock  all  his  rights  under  his  subscription  and  his  right  to  have 
such  stock  issued  upon  payment  of  the  balance  of  such  sub- 
scription; and 

Wheeeas,  the  Purchasers  in  all  of  the  matters  herein  re- 
ferred to  have  acted  or  are  acting  at  the  instance  of  the  Re- 
organization Committee  constituted  by  the  Plan  and  Agree- 
ment for  the  Reorganization  of  Western  Pacific  Railway  Com- 
pany dated  December  15,  1916,  and  by  agreement  with  said 
Reorganization  Committee  have  been  and  are  to  be  furnished 
by  said  Reorganization  Committee  Mdth  the  moneys  and  se- 


curities  paid  or  used  or  to  be  paid  or  used  as  herein  recited  or 
provided : 

Now,  Theeefoee,  it  is  mutually  agreed  between  the  parties 
hereto  as  follows: 

I. 

The  Purchasers,  for  the  considerations  heresinafter  named, 
have  sold,  assigned  and  transferred  and  do  hereby  sell,  assign 
and  transfer  to  the  Company  their  said  bid  and  all  the  rights 
acquired  by  them  under  and  by  virtue  of  such  bid  and  sale  and 
the  acceptance  and  confirmation  thereof  as  aforesaid,  and 
hereby  authorize  and  direct  that  the  deeds  and  other  instru- 
ments of  conveyance  and  transfer,  by  said  decrees  directed  to 
be  executed  and  delivered  to  the  Purchasers  at  said  sale  or 
their  assigns,  be  executed  and  delivered  to  the  Company. 

n. 

The  Purchasers  agree  that  for  said  considerations  they 
will,  as  expeditiously  as  may  be : 

(1)  Cause  to  be  executed  and  delivered  to  the  Company 
by  Francis  KruU,  Special  Master,  said  Western  Pacific  Rail- 
way Company,  said  The  Equitable  Trust  Company  of  New 
York,  as  Trustee,  said  Central  Trust  Company  of  New  York, 
as  Trustee,  and  said  Frank  G.  Drum  and  Warren  Olney,  Jr., 
as  Receivers  of  the  Western  Pacific  Railway  Company,  a  deed 
in  which  said  Purchasers  will  also  join,  of  substantially  the 
tenor  of  the  draft  marked  "Exhibit  A"  hereto  attached; 

(2)  Assign  and  transfer,  or  cause  to  be  assigned  and 
transferred,  to  the  Company: 

$400,500  par  value  of  the  stock  of  Standard  Realty 
and  Development  Company ; 

$99,900  par  value  of  the  stock  of  Salt  Lake  City  and 
Union  Depot  Company ; 


4 

(3)  Pay  in  cash  such  part  of  the  purchase  price  bid  by 
them  for  the  railways,  franchises,  rights,  shares  of  stock  and 
other  property  so  bid  in  by  them  as  the  said  District  Court  of 
the  United  States  for  the  Northern  District  of  California  shall 
by  order  direct  to  be  so  paid  as  a  condition  of  the  execution  by 
the  said  Special  Master  of  a  deed  of  the  railways  and  property 
sold  at  said  foreclosure  sale,  and  pay  the  balance  of  such  pur- 
chase price  (except  to  the  extent  that  the  same  is  hereafter  to 
be  satisfied  by  cash  payments  to  be  made  by  the  Company  as 
expressly  provided  in  said  Exhibit  A)  either  in  cash  or  by 
allowing  to  be  credited  on  the  First  Mortgage  Five  Per  Cent. 
Thirty- Year  Gold  Bonds  of  the  Western  Pacific  Railway  Com- 
pany deposited  under  said  Plan  of  Reorganization  dated  De- 
cember 15, 1915,  such  portion  of  the  purchase  price  as  may  be 
applicable  to  such  bonds ; 

(4)  Pay  in  cash  to  the  Company  forthwith  upon  the  de- 
livery to  or  upon  the  order  of  the  Purchasers  of 

principal  amount  of  the  First  Mortgage  Gold  Bonds  of  the 
Company  (with  all  unmatured  coupons  thereto  annexed)  and 
$27,500,000  par  value  of  the  preferred  stock  and  $47,498,700 
of  the  common  stock  of  the  Company  hereinafter  mentioned, 

at  least  the  sum  of plus  the  accrued 

interest  on  said  ..._ - of  such  bonds ; 

(5)  Assign  or  cause  to  be  assigned  to  the  Company  all 
of  the  rights,  claims  and  demands  of  the  said  Reorganization 
Committee  and  of  the  Purchasers  with  respect  to  or  arising 
out  of  or  under  all  and  every  of  the  subscriptions  for  bonds 
of  the  Company  and  stock  of  The  Western  Pacific  Corporation 
(a  corporation  of  the  State  of  Delaware)  made  by  Depositors 
under  said  Plan,  except  as  to  amounts  that  shall  have  been 
paid  to  the  Reorganization  Committee  at  the  date  of  making 
such  assignment,  and  also  all  rights,  claims  and  demands  of 
the  Reorganization  Committee  or  the  Purchasers  in  or  to  or 
arising  out  of  or  under  a  certain  agreement  between  the  Re- 


organization  Committee  and  a  certain  Syndicate  formed  by 
The  Equitable  Trust  Company  of  New  York,  Blair  &  Co., 
William  Salomon  &  Co.  and  E.  H.  EoUins  Sons  &  Company, 
as  provided  in  said  Plan,  in  so  far  as  said  agreement  has  not 
been  performed  by  said  SjTidicate  at  the  date  of  making  such 
assignment; 

(6)  Hold  or  cause  to  be  held  and  to  be  transferred  and 
delivered  upon  the  order  of  the  Company  and  otherwise  as 
provided  in  the  Plan  of  Reorganization,  certificates  represent- 
ing preferred  and  common  stock  of  The  Western  Pacific  Cor- 
poration in  amounts  sufiicient  respectively  to  enable  deliveries 
thereof  to  be  made  (as  provided  in  the  said  Plan)  to  subscrib- 
ing Depositors  and  to  said  Syndicate,  upon  the  payment  in  full 
of  amounts  payable  by  them,  respectively,  to  the  Reorganiza- 
tion Committee  upon  subscriptions  or  upon  said  agreement 
to  be  assigned  to  the  Company  as  above  provided.  Such  stock 
certificates  shall  be  held  in  such  names  and  form  (assigned  in 
blank  or  otherwise)  as  will  enable  the  Purchasers  or  other 
custodians  thereof  as  occasion  for  the  delivery  thereof  shall 
arise  to  deliver  to  the  persons  entitled  thereto  respectively 
certificates  for  preferred  and  common  stock  of  said  The  West- 
ern Pacific  Corporation  in  the  amounts  to  which  they  shall  be 
so  entitled  thereto ; 

(7)  Hold,  subject  to  the  order  of  the  Reorganization 
Committee  under  the  Plan,  and  use  or  cause  to  be  used,  or 
assign,  transfer,  deliver  and  distribute  or  otherwise  dispose 
of  as  said  Reorganization  Committee  shall  direct,  the  secur- 
ities of  the  Company  that  shall  be  delivered  to  them  pursuant 
to  the  provisions  of  this  agreement. 

(8)  Pay  over  or  cause  to  be  paid  over  to  the  Company, 
immediately  after  the  conclusion  and  winding  up  of  the  duties 
and  affairs  of  the  Reorganization  Committee  and  the  final  set- 
tlement of  its  accounts  (or  the  expiration  of  the  period  within 
which  objection  may  be  made  thereto  without  the  making  bf 


any  such  objection,  such  amount  of  cash  (in  addition  to  the 
said  sum  of  $ to  be  paid  by  the  Pur- 
chasers as  provided  in  paragraph  (4)  of  this  Article  I)  as 
shall  remain,  out  of  the  moneys  paid  to  the  Reorganization 
Committee  pursuant  to  Depositors'  subscriptions  and  said 
agreement  between  the  Reorganization  Committee  and  said 
Syndicate,  after  deduction  of  all  such  amounts  thereof  as  shall 
be  paid  out  by  the  Reorganization  Committee  or  the  Pur- 
chasers or  both  (or  for  the  account  of  either  or  both  of  them) 
in  or  about  the  reorganization  of  Western  Pacific  Railway 
Company,  including  among  other  things,  payments  of  or  on 
account  of  the  purchase  price  of  the  railroads  and  property  to 
be  conveyed  to  the  Company  as  herein  provided,  expenses  oc- 
casioned by  the  reorganization  of  the  Company  and  The 
Western  Pacific  Corporation  and  the  issuance  of  their  secur- 
ities, the  compensation,  expenses  and  counsel  fees  of  the  Re- 
organization Committee  and  of  the  Protective  Committee  and 
all  other  expenses  of  and  liabilities  incurred  by  the  Reorganiz- 
ation Committee  under  the  authority  of  the  Plan  and  Agree- 
ment as  the  same  shall  be  fixed,  allowed  or  approved  by  the 
Reorganization  Committee  as  provided  or  permitted  by  the 
Reorganization  Agreement. 

III. 

The  Company  agrees  that  it  will : 

(1)  Forthwith  upon  the  execution  and  delivery  to  it  of 
the  deed  of  conveyance  and  the  assignment  and  transfer  men- 
tioned in  paragraphs  (1)  and  (2)  of  Article  II  hereof,  and  the 

payment  to  it  of  the  sum  of  at  least  $ 

plus  accrued  interest  on  $ _ „ _ ,  principal 

amount,  of  First  Mortgage  Bonds,  as  provided  in  paragraph 
(4)  of  said  Article  II,  and  upon  the  delivery  to  the  Company 
of  an  assignment  to  the  Purchasers  by  the  subscriber  to 
$1,498,700  of  its  common  stock  of  the  right  of  such  subscriber 
to  have  such  stock  issued  to  him  upon  payment  of  the  balance 


of  such  subscription,  issue  and  deliver  to  the  Purchasers  or 
upon  their  order : 

(a)  $  principal  amount  of  the 
First  Mortgage  Gold  Bonds  of  the  Company,  with  all  un- 
matured coupons  thereto  attached;  said  bonds  to  be  se- 
cured by  a  first  mortgage  upon  properties  of  the  Company 
in  substantially  the  form  of  mortgage  a  copy  whereof  is 
hereto  attached  and  marked  "Exhibit  B"  and  to  be  in 
substantially  the  form  set  forth  and  provided  for  in  said 
Exhibit  B. 

(b)  $27,500,000  par  value  of  the  six  per  cent,  non- 
cumulative  preferred  stock  of  the  Company;  preferred 
both  as  to  dividends  and  in  liquidation,  to  be  redeemable 
at  105  and  accrued  dividends,  if  any,  for  the  then  current 
year  and  to  be  convertible  into  common  stock  at  the  rate 
of  dollar  for  dollar  of  par  value  at  any  time  prior  to 
redemption ; 

(c)  $47,498,700  par  value  of  the  common  stock  of  the 
Company ; 

(2)  Satisfy,  release  and  discharge  the  obligation  of  the 
subscriber  assigning  his  subscription  to  the  common  stock  of 
the  Company  as  contemplated  hereby  to  pay  any  sum  on 
account  of  the  unpaid  portion  of  his  subscription  for  said 
$1,498,700  par  value  of  the  common  stock  of  the  Company; 

(3)  From  time  to  time,  upon  the  due  payment  in  full  of 
the  amount  due  upon  any  subscription  by  a  Depositor  or  by 
Depositors  under  said  Plan  or  upon  the  payment  by  said  Syn- 
dicate of  any  amount  remaining  due  therefrom  under  said 
agreement  between  the  Reorganization  Committee  and  said 
Syndicate  and  upon  being  furnished  by  the  purchasers  with 
certificates  representing  such  preferred  and  common  stock  of 
The  Western  Pacific  Corporation  as  such  Depositors  respect- 
ively or  said  Syndicate  may  be  entitled  to  receive  in  considera- 


tion  of  such  pajmient,  issue  and  deliver  to  the  Depositors 
respectively  or  to  said  Syndicate  additional  First  Mortgage 
Bonds  of  the  Company  (with  all  unmatured  coupons  thereto 
annexed)  and  preferred  and  common  stock  of  The  Western 
Pacific  Corporation — in  each  instance  of  the  principal  amount 
to  which  the  Depositor  or  Syndicate  as  the  case  may  be  shall 
be  entitled. 

(4)  Pay  or  cause  to  be  paid  or  otherwise  satisfied  and 
discharged  as  provided  in  or  as  may  be  directed  pursuant  to 
the  provisions  of  said  decree  by  the  United  States  District 
Court  for  the  Northern  District  of  California,  except  to  the 
extent  that  the  same  or  any  thereof  have  been  paid  or  shall  be 
paid  by  application  of  portions  of  the  purchase  price  paid  by 
the  Purchasers  as  provided  in  paragraph  (3)  of  Article  I 
hereof : 

(a)  All  taxes  which  may  be  liens  upon  or  chargeable 
against  the  property  or  franchises  described  in  said 
Exhibit  A ; 

(b)  All  Receiver's  Certificates  of  Indebtedness  and 
all  other  indebtedness  and  liabilities  incurred  by  said 
Receivers  in  operation  of  the  railroads  and  properties  so 
purchased  to  the  date  of  the  delivery  by  such  Receivers 
of  possession  of  said  railroads  and  properties  to  the 
Company ; 

(c)  All  obligations,  liabilities  or  claims  of  or  against 
the  Western  Pacific  Railway  Company  heretofore  or  here- 
after adjudged  by  said  court  by  final  order  or  decree  to 
constitute  a  lien  or  charge  upon  said  railways,  properties, 
rights  and  franchises  so  purchased  in  priority  to  the  lien 
of  the  indenture  so  foreclosed  or  otherwise  entitled  to  be 
paid  out  of  the  proceeds  of  such  sale  in  priority  to  said 
First  Mortgage  Five  Per  Cent.  Thirty- Year  Gold  Bonds 
of  Western  Pacific  Railway  Company; 

(d)  All  allowances  in  said  foreclosure  suit  for  com- 


pensation  and  expenses  of  Trustees  and  parties  and  for 
compensation  and  expenses  of  counsel  for  such  Trustees 
and  parties,  allowances  for  the  compensation  of  the  Re- 
ceivers and  their  counsel  and  all  other  costs  and  expenses 
of  said  foreclosure  suit,  including  the  costs  and  expenses 
of  the  Special  Master  in  connection  with  said  sale. 

(5)  Indemnify  and  hold  harmless  the  Eeorganization 
Committee  named  in  said  Plan,  and  everyone  of  them,  and  the 
Committee  named  in  Western  Pacific  Railway  Company's 
First  Mortgage  Five  Per  Cent.  Gold  Bonds  Protective  Agree- 
ment dated  May  1,  1915,  and  everyone  of  them,  and  the  said 
Purchasers  and  each  of  them,  and  their  respective  heirs,  ad- 
ministrators and  assigns,  against  and  from  every  claim,  de- 
mand, charge,  liability,  cost  and  expense  of  every  name  and 
nature  arising  out  of  or  connected  with  any  contract  or  under- 
taking made  or  entered  into  by  them  or  any  of  them  or  any 
act  or  failure  to  act  on  the  part  of  them  or  any  of  them  in  the 
performance  of  said  Plan  and  Agreement  of  Reorganization 
or  otherwise,  except  only  any  act  or  failure  to  act,  if  any,  per- 
formed or  omitted  in  actual  bad  faith. 

In  Witness  Whereof,  the  parties  of  the  first  part  have 
hereunto  set  their  hands  and  seals  and  the  party  of  the  sec- 
ond part  has  caused  this  instrument  to  be  executed  by  its 
President,  and  its  corporate  seal,  attested  by  its  Secretary, 
to  be  hereunto  affixed  the  day  and  year  first  above  written. 

(seal) 

(seal) 

~ (seal) 

THE  WESTERN  PACIFIC  RAILROAD  COMPANY, 

By „ 

President. 

Attest : 


Secretary. 


10 

EXHIBIT  A. 

INDENTUKE,  made  the day  of , 

1916,  between 

Feancis  Krull,  as  Special  Master  appointed  as  herein- 
after stated  (herein  called  the  "Special  Master"),  party  of 
the  first  part, 

Western  Pacific  Railway  Company,  a  corporation  of  the 
State  of  California  (hereinafter  called  the  "Railway"),  party 
of  the  second  part, 

Frank  G.  Drum  and  Warren  Olney,  Jr.,  as  receivers  of 
the  Railway  (hereinafter  called  the  "Receivers"),  parties  of 
the  third  part, 

The  Equitable  Trust  Company  op  New  York,  a  corpora- 
tion of  the  State  of  New  York  (hereinafter  called  the  "Equit- 
able Company"),  as  Trustee  under  the  mortgage  and  deed  of 
trust  dated  Stepember  1, 1903,  made  by  the  Railway  as  herein- 
after stated,  party  of  the  fourth  part. 

Central  Trust  Company  of  New  York,  a  corporation  of 
the  State  of  New  York  (hereinafter  called  the  "Central  Com- 
pany"), as  Trustee  under  the  mortgage  and  deed  of  trust 
dated  July  1, 1908,  made  by  the  Railway  as  hereinafter  stated, 
party  of  the  fifth  part, 

Franklin  V.  Spooner,  Robert  R.  Pardow  and  John  C. 
Rued  (hereinafter  called  the  "Purchasers"),  parties  of  the 
sixth  part,  and 

The  Western  Pacific  Railroad  Company,  a  corporation 
of  the  State  of  California  (hereinafter  called  the  "Grantee"), 
party  of  the  seventh  part : 

Whereas,  the  Railway  at  the  times  hereinafter  mentioned 
was  a  corporation  duly  authorized  and  existing  under  the  laws 
of  California  and  authorized  to  own  and  mortgage  the  rail- 
ways and  property  hereinafter  described;  and 

Whereas,  on  or  about  June  23, 1905,  the  Railway  executed 


11 

its  certain  mortgage  and  deed  of  trust  dated  September  1, 
1903  (hereinafter  called  the  "First  Mortgage"),  to  the  Bowl- 
ing Green  Trust  Company,  a  corporation  of  the  State  of  New 
York,  wherein  and  whereby  the  Eailway  mortgaged  and 
pledged  the  railways,  franchises,  rights  and  other  property 
therein  described  to  secure  an  issue  of  bonds  of  the  Railway 
(hereinafter  called  "First  Mortgage  Bonds") ;  and 

Whereas,  said  Bowling  Green  Trust  Company  was  there- 
after, on  or  about  March  31,  1909,  merged  into  the  Equitable 
Company  and  the  Equitable  Company  has  succeeded  the  Bowl- 
ing Green  Trust  Company  as  Trustee  in  said  First  Mortgage 
and  is  now  such  Trustee ;  and 

Whereas,  on  or  about  June  16,  1909,  the  Railway  executed 
a  certain  indenture  supplemental  to  said  First  Mortgage,  con- 
firming and  transferring  unto  the  Equitable  Company  the 
trusts  contained  in  said  First  Mortgage ;  and 

Whereas,  on  or  about  October  9,  1908,  the  Railway  exe- 
cuted its  certain  mortgage  and  deed  of  trust  dated  July  1, 1908 
(hereinafter  called  the  "Second  Mortgage"),  to  the  Central 
Company,  as  Trustee,  wherein  and  whereby  the  Railway  mort- 
gaged the  said  railroads,  franchises  and  other  property  there- 
in described  to  secure  an  issue  of  bonds  of  the  Railway,  known 
as  its  "Second  Mortgage  Bonds";  and 

Whereas,  on  May  27,  1916,  there  was  pending  in  the  Dis- 
trict Court  of  the  United  States  for  the  Northern  District  of 
California  a  suit  wherein  the  Equitable  Company,  as  Trustee, 
was  complainant,  and  the  Railway,  the  Boca  and  Loyalton 
Railroad  Company,  Chester  L.  Hovey,  as  Receiver  of  said 
Company,  and  the  Mercantile  Trust  Company  of  San  Fran- 
cisco, as  Trustee,  were  defendants,  and  the  Central  Company, 
as  Trustee,  was  intervening  defendant  and  cross-complainant ; 
and 

Whereas,  on  May  27,  1916,  there  was  also  pending  in  the 
District  Court  of  the  United  States  for  the  District  of  Utah 


12 

a  suit  ancillary  to  said  suit  in  the  District  Court  of  the  United 
States  for  the  Northern  District  of  California  wherein  the 
parties  were  the  same ;  and 

Wheeeas,  Frank  G.  Drum  and  Warren  Olney,  Jr.,  had  on 
or  about  the  3rd  day  of  March,  1915,  been  appointed  Receivers 
of  the  railways  and  property  of  the  Eailway  in  the  suit  above 
mentioned  in  the  District  Court  of  the  United  States  for  the 
Northern  District  of  California,  and  in  the  suit  above  men- 
tioned in  the  District  Court  of  the  United  States  for  the  Dis- 
trict of  Utah  on  or  about ,  1915 ; 

and 

Whereas,  such  proceedings  were  had  in  said  suit  so  pend- 
ing in  the  District  Court  of  the  United  States  for  the  Northern 
District  of  California,  that  on  May  27,  1916,  a  decree  was 
entered  therein  foreclosing  the  First  Mortgage  and  directing 
the  sale  of  the  railways  and  property  mortgaged  thereby,  and 
in  said  suit  pending  in  the  District  Court  of  the  United  States 
for  the  District  of  Utah  an  ancillary  decree  was  entered  on 
May  29,  1916;  and 

Wheeeas,  in  and  by  said  decrees  the  Special  Master  was 
appointed  and  directed  to  execute  said  decrees  and  to  sell  the 
railways,  franchises,  rights  and  other  property  in  and  by 
said  decrees  described  and  directed  to  be  sold;  and 

Whebeas,  under  and  pursuant  to  said  decrees  and  in  obe- 
dience thereto,  on  June  28,  1916,  after  due  publica- 
tion of  notice  of  the  time  and  place  of  sale  de- 
scribing briefly  the  property  to  be  sold  and  referring 
to  said  decrees  as  thereby  directed  for  further  particulars, 
the  Special  Master  did,  at  the  passenger  station  of  the  Eail- 
way at  Third  and  Washington  Streets,  in  the  City  of  Oakland, 
California,  that  being  a  part  of  the  mortgaged  property  in 
and  by  said  decrees  described  and  directed  to  be  sold,  on  the 
day  and  at  the  hour  fixed  by  said  Special  Master  in  said  notice 
of  sale  and  in  the  manner  specified  and  directed  in  said  de- 


13 

erees,  sell  at  public  auction  all  and  singular  the  railways, 
franchises,  rights  and  other  property  in  and  by  said  decrees 
directed  to  be  sold,  upon  the  terms  and  conditions  in  said 
decrees  set  forth;  and 

Whekeas,  at  said  sale  the  Purchasers,  having  first  made 
with  the  Special  Master  the  deposit  required  by  said  decrees 
as  a  pledge  that  they  would  make  good  their  bid  in  case  of  its 
acceptance,  and  having  been  the  highest  and  best  bidders 
therefor,  became  the  purchasers  of  all  the  railways,  franchises, 
rights  and  other  property  described  in  said  decrees  and  there- 
by directed  to  be  sold,  for  the  sum  of  

f 

and 

Whereas,  the  Special  Master  did  duly  make  and  file  his 
report  of  sale  to  said  District  Court  of  the  United  States 
for  the  Northern  District  of  California  in  said  suit  therein 
pending,  which  said  report  and  the  said  sale  were  by  decree 
of  said  court  entered  in  said  suit  therein  pending  on  the 

day  of ,  1916,  duly  approved 

and  confirmed ;  and  the  Special  Master  did  also  duly  make  and 
file  his  report  of  sale  to  said  District  Court  of  the  United 
States  for  the  District  of  Utah  in  said  suit  therein  pending, 
which  said  report  and  the  said  sale  were  by  decree  of  said 

court  entered  in  said  suit  last  mentioned  on  the  day 

of ,  1916,  duly  approved  and  con- 
firmed; and 

Whereas,  upon  the  petition  of  the  Purchasers  showing  that 
they  were  prepared  to  deliver  to  the  Special  Master,  to  be 
credited  or  canceled  as  provided  in  said  decrees  of  foreclosure 

and  sale  $ principal  amount  of 

First  Mortgage  Bonds  of  the  Railway,  it  was  ordered, 
adjudged  and  decreed  in  and  by  said  decrees  con- 
firming said  sales  that  upon  the  delivery  by  said  Pur- 
chasers to  the  Special  Master  of  such  bonds  or  of  certifi- 
cates or  orders  satisfactory  to  the  Special  Master,  entitling 


14 

him  to  the  possession  thereof  (the  same  thereafter  to  he  can- 
celled or  stamped  and  thereupon  returned  to  the  Purchasers, 
their  survivors  or  assigns,  as  provided  in  said  decrees),  the 
Special  Master  sign,  seal,  execute,  acknowledge  and  deliver 
a  good  and  sufficient  deed  or  deeds  or  other  instruments  con- 
veying and  transferring  to  the  Purchasers  as  joint  tenants 
and  not  as  tenants  in  common,  or  to  the  survivors  of  them, 
or  to  their  grantees,  successors  or  assigns,  or  to  such  corpora- 
tion as  the  Purchasers  should  designate,  and  in  such  portions 
to  the  Purchasers,  or  to  the  survivors  of  them,  or  to  their 
grantees,  successors  or  assigns,  or  to  such  corporation  as  the 
Purchasers  might  direct,  all  of  the  railways,  franchises,  rights 
and  other  property  described  in  said  decrees  of  foreclosure 
and  sale ;  subject  to  all  the  terms,  conditions  and  provisions 
of  the  said  decrees  of  sale  and  of  confirmation ;  and 

Whebeas,  in  and  by  said  decrees  of  foreclosure  and  sale 
and  said  decrees  of  confirmation,  it  was  ordered,  adjudged  and 
decreed  that  the  Railway  execute  its  deed  or  deeds  or  other 
instruments  or  join  with  the  Special  Master  in  the  execution 
of  those  made  by  him,  and  thereby  convey,  assign  and  release 
to  the  Purchasers,  the  survivors  of  them,  their  successors  or 
assigns,  or  the  corporation  designated  by  the  Purchasers,  all 
of  its  right,  title  and  interest  in  the  railways,  franchises,  rights 
and  other  property  conveyed  or  transferred  by  the  Special 
Master ;  that  the  Eeceivers  likewise  make,  execute  and  deliver 
to  the  Purchasers,  the  survivors  of  them,  their  successors  or 
assigns,  or  to  the  corporation  designated  by  the  Purchasers, 
all  such  instruments  of  transfer  and  assignment  or  of  further 
assurance  as  should  be  necessary  to  establish  or  perfect  the 
title  of  the  Purchasers,  the  survivors  of  them,  their  successors 
or  assigns,  or  such  corporation,  to  the  properties  sold  under 
said  decrees  of  foreclosure  and  sale ;  that  the  Equitable  Com- 
pany, as  Trustee  of  the  First  Mortgage,  likewise  convey,  trans- 
fer and  release  to  the  Purchasers,  the  survivors  of  them,  their 
successors  or  assigns,  or  to  the  corporation  designated  by  the 


15 

Purchasers,  all  of  its  right,  title  and  interest  in  and  to  the 
Railways,  franchises,  rights  and  other  property  so  conveyed 
or  transferred  by  the  Special  Master;  that  the  Central  Com- 
pany, as  Trustee  of  the  Second  Mortgage,  likewise  convey, 
transfer  and  release  to  the  Purchasers,  the  survivors  of  them, 
their  successors  or  assigns,  or  to  the  corporation  designated 
by  the  Purchasers,  all  of  its  right,  title  and  interest  in  and  to 
all  of  the  railways,  franchises,  rights  and  other  property  so 
conveyed  or  transferred  by  the  Special  Master;  and 

Whekeas,  the  Purchasers  have  duly  delivered  to  the  said 
Special  Master  a  certificate  or  order  satisfactory  to 
him  entitling  him  to  the  possession  of  all  the  above 
mentioned  First  Mortgage  Bonds,  to  be  cancelled  or  stamped 
and  returned  as  provided  in  said  decrees,  and  have 
complied  with  and  have  fulfilled  all  the  terms  and  condi- 
tions of  said  decrees  entitling  them,  the  survivors  of  them, 
their  successors  or  assigns,  or  such  corporation  as  they  might 
name,  to  receive  such  deed  or  deeds  or  other  instruments ;  and 

Whebbas,  the  Purchasers  have  since  said  decrees  of  con- 
firmation duly  assigned,  transferred  and  set  over  to  the 
Grantee  their  said  bid  and  all  their  right,  title  and  interest 
in  and  to  the  properties  of  the  Railway  so  sold  and  their  right 
to  receive  a  deed  or  deeds  of  conveyance  and  transfer  thereof 
and  have  named  and  do  hereby  name  the  Grantee,  a  corpora- 
tion of  the  State  of  California,  as  the  corporation  to  which 
the  Special  Master  and  said  others,  by  said  decrees  directed 
so  to  do,  are  to  make  such  deeds  and  other  instruments  of 
conveyance,  transfer  and  release  of  said  railways,  franchises, 
rights  and  property  so  sold  as  aforesaid : 

Now,  Theeefore,  This  Indentubb  Witnesseth  : 

That  the  Special  Master,  party  of  the  first  part  hereto,  in 
order  to  carry  into  effect  the  said  sale  made  by  him  and  in 
pursuance  of  the  aforesaid  decrees  and  in  conformity  with  the 


16 

law  and  for  and  in  consideration  of  the  premises  and  of  the 
sum  paid  and  to  be  paid  and  the  obligations  assumed  in  accord- 
ance with  the  terms  of  said  decrees,  has  granted,  bargained, 
sold,  assigned,  transferred  and  conveyed  and  by  these  pres- 
ents does  grant,  bargain,  sell,  assign,  transfer  and  convey 
unto  the  Grantee  in  fee  simple  and  absolutely  all  the  said 
railways,  franchises,  rights  and  other  property  by  said 
decrees  of  sale  ordered  to  be  sold  and  by  said  Special  Master 
sold  in  pursuance  thereof  as  aforesaid,  including  the  follow- 
ing: 

(1)  The  Eailway's  main  line  from  San  Francisco,  Cali- 
fornia, to  Salt  Lake  City,  Utah;  commencing  at  said  City 
of  San  Francisco,  running  thence  in  and  through  the  said 
City  and  County  of  San  Francisco,  and  along,  over  and 
across  the  streets,  alleys  and  squares  thereof;  thence  by 
ferry  and  barge  system  to  the  City  of  Oakland,  Alameda 
County,  California ;  thence  in  and  through  said  City  of  Oak- 
land, and  along,  over  and  across  the  streets,  alleys  and 
squares  thereof;  thence  southeasterly  and  easterly  to  a 
point  on  the  boundary  line  between  the  said  County  of  Ala- 
meda and  the  County  of  San  Joaquin,  State  of  California ; 
thence  in  a  general  easterly,  northeasterly  and  northerly 
direction  to  the  City  of  Stockton,  said  County  of  San  Joa- 
quin ;  thence  in  a  general  northwesterly  and  northerly  direc- 
tion to  the  City  of  Sacramento,  County  of  Sacramento,  State 
of  California;  thence  in  and  through  said  City  of  Sacra- 
mento, and  along,  over  and  across  the  streets,  alleys  and 
squares  thereof;  thence  in  a  general  northerly  direction  to 
the  City  of  Marysville,  County  of  Yuba,  State  of  California ; 
thence  in  a  general  northerly  direction  to  a  point  at  or  near 
the  Town  of  Oroville,  County  of  Butte,  State  of  California ; 
thence  northerly  and  northeasterly  along  the  North  Fork 
of  the  Feather  River,  easterly  and  northeasterly  along  the 
East  Branch  of  the  North  Fork  of  Feather  Eiver,  southerly 
and  southeasterly  along  Spanish  Creek  and  Spring  Garden 
Creek,  southeasterly  and  northeasterly  along  the  Middle 


17 

Fork  of  the  Feather  River  to  a  point  in  Sierra  Valley, 
County  of  Plumas,  State  of  California;  thence  easterly 
across  Sierra  Valley  and  through  Beckwith  Pass  to  a  point 
on  the  boundary  line  between  the  States  of  California  and 
Nevada,  and  thence  in  a  general  easterly  direction  across 
the  State  of  Nevada  to  a  point  on  the  boundary  line  be- 
tween the  States  of  Nevada  and  Utah ;  thence  in  a  general 
easterly  direction  to  a  point  in  Salt  Lake  City,  Salt  Lake 
County,  said  State  of  Utah. 

Included  as  a  part  of  the  main  line  of  railroad  above 
described  is  that  certain  line  of  railroad  formerly  owned  by 
the  Alameda  and  San  Joaquin  Railroad  Company  and  now 
owned  by  the  Railway,  extending  from  the  City  of 
Stockton,  County  of  San  Joaquin,  State  of  California,  to 
Tesla,  Alameda  County,  California,  a  distance  of  about  36.6 
miles,  together  with  all  the  other  property  and  franchises 
required  by  the  Railway  from  said  last  named  company. 

Also  all  the  railroads,  terminals,  rights  of  way,  fran- 
chises and  other  proper  heretofore  acquired  by  the  Railway 
from  the  said  San  Francisco  Terminal  Railway  and  Ferry 
Company,  said  Sacramento  and  Oakland  Railway  Company 
and  said  Stockton  and  Beckwith  Pass  Railway  Company. 

(2)  All  other  lines  of  railroad  wherever  situated 
whether  owned  by  the  Railway  at  the  time  of  the  execution 
and  delivery  of  said  First  Mortgage  or  thereafter  con- 
structed or  acquired,  whether  by  the  Railway  or  the  Re- 
ceivers, and  now  owned  by  it,  including  all  branches,  exten- 
sions, terminals,  terminal  property  and  interest  in  termi- 
nals, union  depots  or  stations,  and  all  way-grounds,  rights 
of  way,  depot  grounds,  roadbeds,  superstructures,  rails, 
tracks,  side  tracks,  sidings,  switches  and  turnouts,  bridges, 
viaducts,  culverts,  embankments,  lands,  yards,  buildings, 
offices,  depots,  stations,  warehouses,  car  houses,  engine 
houses,  freight  houses,  coal  houses,  wood  houses,  machine 
shops  and  other  shops,  turn-tables,  water  stations,  water 


18 

tanks,  fences,  telegraph  lines,  elevators,  structures,  erections 
and  fixtures,  and  all  wharves,  piers,  docks,  ferries,  boats, 
steamers,  barges,  transports,  tugs  and  transfer  and  ferry 
boats. 

(3)  All  the  right,  title  and  interest  of  the  Bail  way  in 
and  to  any  and  all  parcels  of  real  property  wherever  sit- 
uated, either  owned  by  it  or  purchased  or  acquired  by  the 
Keceivers,  or  in  which  it  has  the  sole  beneficial  interest,  and 
which  have  been  acquired  from  time  to  time,  although  such 
parcels  may  be  detached  from  and  do  not  form  an  integral 
part  of  the  Railway's  line  of  railway, 

(4)  All  locomotives,  engines,  cars  and  other  rolling 
stock,  steam  or  electrical  equipment,  machinery,  instru- 
ments, tools,  implements,  materials,  supplies,  furniture  and 
other  chattels  of  the  Railway  wheresoever  situated,  whether 
acquired  by  the  Railway  or  by  the  Receivers. 

(5)  All  the  following  described  shares  of  stock,  which 
said  stocks,  with  the  exception  of  stock  in  Salt  Lake  City 
Union  Depot  and  Railway  Company,  are  deposited  and 
pledged  with  and  are  held  by  the  Equitable  Company  as 
Trustee  of  said  First  Mortgage,  namely: 

$400,500  par  value  of  stock  of  Standard  Realty  and 
Development  Company. 

$2,500,000  par  value  of  stock  of  San  Francisco  Ter- 
minal Railway  and  Ferry  Company. 

$1,000,000  par  value  of  stock  of  Stockton  and  Beck- 
with  Pass  Railway  Company. 

$99,900  par  value  of  stock  of  Salt  Lake  City  Union 
Depot  and  Railway  Company. 

(6)  All  cash  in  the  possession  of  the  Receivers  or  to 
which  they  are  entitled,  all  sums  of  money  and  all  accounts 
of  every  kind  due  to  the  Receivers,  all  estates,  interests  and 
rights  under  leases,  trackage,  terminal,  crossing,  operating 
and  other  executory  contracts  and  agreements  to  which  the 
Railway  or  the  Receivers  may  be  parties. 


19 

(7)  The  Railway's  rights  and  interests  in  and  under  the 
following  agreements : 

(a)  An  agreement  dated  June  23,  1905,  between  the 
Railway,  The  Rio  Grande  Western  Railway  Company 
(now  consolidated  into  The  Denver  and  Rio  Grande  Rail- 
road Company)  and  the  Bowling  Green  Trust  Company, 
as  Trustee  under  the  First  Mortgage  of  the  Railway. 

(b)  Agreement  dated  June  23,  1905,  between  the  Rail- 
way, The  Denver  and  Rio  Grande  Railroad  Company,  the 
Rio  Grande  Western  Railway  Company  (now  consoli- 
dated into  The  Denver  and  Rio  Grande  Railroad  Com- 
pany), and  the  Bowling  Green  Trust  Company,  as  Trus- 
tee under  the  First  Mortgage  of  the  Railway. 

(c)  An  agreement  dated  June  23,  1905,  between  The 
Missouri  Pacific  Railway  Company  and  The  Denver  and 
Rio  Grande  Railroad  Company. 

(d)  All  other  agreements,  leases  and  traffic  contracts 
to  which  the  Railway  is  a  party  or  in  which  the  Railway 
has  an  interest. 

(8)  All  other  property  of  every  kind  and  description 
owned  by  the  Railway  or  acquired  by  the  Railway  or  by  the 
Receivers;  also  any  and  all  corporate  and  other  rights, 
powers,  privileges  and  franchises,  easements,  tenements, 
hereditaments  and  appurtenances,  reversions  and  remaind- 
ers, which  the  Railway  held  at  the  time  of  the  execution  and 
delivery  of  said  First  Mortgage,  or  which  it  or  the  Receivers 
have  subsequently  acquired  and  now  possess  or  exercise, 
and  any  and  all  rents,  issues,  profits,  tolls  and  other  income 
of  said  lines  of  railroad,  extensions  and  branches,  or  any 
part  thereof,  and  all  the  estate,  right,  title  and  interest, 
property,  possession,  claim  and  demand  whatsoever,  as  well 
at  law  as  in  equity,  of  the  said  Railway  of,  in  and  to  the  said 
lines  of  railroad,  terminals  and  other  property,  and  any  and 
every  part  thereof,  with  all  of  the  appurtenances. 


20 

(9)  Excepting  out  of  and  reserving  from  the  property 
above  described  so  mucb  thereof,  if  any,  as  shall  heretofore 
have  been  conveyed  by  the  Eailway  and  released  from  the 
lien  of  said  First  Mortgage  by  the  Trustee  thereunder  and 
released  from  said  Second  Mortgage  by  the  Trustee  there- 
under. 

(10)  Excepting  also  out  of  and  reserving  from  the  prop- 
erty above  described  any  and  all  trackage  and  operating 
rights  now  existing  in  the  Boca  and  Loyalton  Eailroad  Com- 
pany, Chester  L.  Hovey,  as  Receiver  thereof,  and  the  Mer- 
cantile Trust  Company  of  San  Francisco,  as  Trustee  under 
the  first  mortgage  of  the  Boca  and  Loyalton  Railroad  Com- 
pany, over  a  certain  portion  of  the  track  approximately 
three  and  three-fourths  miles  in  length,  described  in  the 
supplemental  and  second  amended  bill  of  complaint,  the 
question  of  the  priorities  of  the  rights  of  these  parties  to 
the  extent  mentioned  over  the  lien  of  the  first  and  second 
mortgages  of  the  Railway  being  reserved  for  subsequent 
adjudication  between  the  purchasers  and  said  parties. 

Subject,  however,  as  to  the  one  thousand  steel  under-frame 
box  cars  mentioned  in  Article  VIII  of  said  decree  of  fore- 
closure and  sale,  to  the  lien  thereon  of  the  indebtedness  here- 
tofore incurred  or  the  notes  or  obligations  issued  by  the  Re- 
ceivers for  or  in  the  aid  of  the  purchase  thereof  as  stated  in 
said  Article  VIII  of  said  decree. 

Subject,  moreover,  so  far  as  the  funds  available  from  the 
purchase  price  will  permit,  to  the  payment  by  the  Grantee  of 
the  costs,  expenses,  fees  and  other  charges  of,  and  a  reason- 
able compensation  to,  the  Equitable  Company,  the  complain- 
ant in  said  causes  above  mentioned,  its  solicitors  and  counsel, 
and  to  the  payment  of  all  expenses,  liabilities  and  advances 
incurred  or  disbursements  made  by  said  complainant,  and  also 
to  the  payment  of  any  unpaid  compensation  which  has  been 
or  shall  be  allowed  by  said  District  Court  of  the  United  States 


21 

for  the  Northern  District  of  California  to  the  Receivers  or 
their  solicitors  and  counsel ;  all  of  which  amounts  so  payable 
to  the  Equitable  Company,  its  solicitors  and  counsel  and  to 
the  Receivers  and  their  solicitors  and  counsel,  the  Grantee 
hereby  expressly  assumes  and  hereby  elects  to  take  credit  for 
upon  the  purchase  price ; 

Subject,  also,  to  the  express  condition  that  the  railways, 
franchises,  rights  and  other  property  hereby  conveyed  shall 
be  and  hereby  are  charged,  so  far  as  funds  available  from  the 
purchase  price  will  permit  and  without  thereby  increasing  the 
amount  bid  by  the  purchaser  or  payable  by  him,  with  the  pay- 
ment, satisfaction  and  discharge  in  cash  by  the  Grantee  of 
the  following : 

(a)  Any  tax  which  may  be  a  lien  upon  or  chargeable 
against  the  railways,  franchises,  rights  or  other  property 
hereby  conveyed; 

(b)  All  unpaid  current  liabilities,  indebtedness  and  obli- 
gations, if  any  such  there  be  and  whether  arising  upon  con- 
tract or  from  torts  and  whether  liquidated  or  unliquidated, 
of  the  Receivers  legally  contracted  or  incurred  by  them  in 
the  operation  of  the  railways,  franchises,  rights  and  prop- 
erty hereby  conveyed  at  any  time  before  the  same  shall  be 
delivered  to  the  Grantee  hereunder,  including  the  indebt- 
edness and  obligations  of  the  Receivers  represented  by  their 
outstanding  Equipment  Notes  mentioned  in  Article  VIII 
of  said  decrees  and  their  obligation  (so  far  as  un- 
dissharged)  by  reason  of  the  purchase  by  them  of  the 
1000  underframe  box  cars  mentioned  in  said  Article  VIII 
aU  which  liabilities,  indebtedness  and  obligations,  including 
said  oustanding  notes,  the  Purchasers  and  the  Grantee  here- 
by expressly  elect  to  and  do  assume  and  elect  to  take  credit 
for  upon  the  purchase  price ; 

(c)  Any  just  and  legal  indebtedness  of  the  Railway, 
payment  whereof  was  provided  for  by  the  order  of  said  Dis- 


22 

trict  Court  of  the  United  States  for  the  Northern  District 
of  California  appointing  the  Receivers,  and  which  became 
due  and  payable  prior  to  the  appointing  of  said  Receivers, 
and  which  shall  not  at  the  time  of  the  delivery  of  posses- 
sion of  the  railways  and  property  hereby  conveyed  have 
been  paid  or  satisfied  by  the  Receivers,  upon  such  indebted- 
ness being  finally  adjudged  by  said  District  Court  of  the 
United  States  for  the  Northern  District  of  California  to  be 
prior  and  superior  in  equity  to  the  First  Mortgage  Bonds 
and  directing  the  payment  thereof ; 

(d)  Such  further  amounts,  if  any,  claimed  by  petitions 
filed,  prior  to  the  date  of  the  sale  as  aforesaid  by  the  Special 
Master  of  said  railways,  franchises,  rights  and  other  prop- 
erty, in  said  suit  pending  in  said  District  Court  of  the  United 
States  for  the  Northern  District  of  California,  as  the  Re- 
ceivers may  be  finally  adjudged  to  be  liable  to  pay  or  as  may 
be  finally  adjudged  by  decree  to  be  prior  and  superior  in 
equity  to  the  First  Mortgage  as  a  charge  upon  said  railways, 
franchises,  rights  and  other  properties. 

Subject,  also,  to  the  payment  by  the  Grantee  of  any  balance 
of  the  purchase  price  bid  at  said  foreclosure  sale  for  the  rail- 
ways, franchises,  rights  and  other  property  hereby  conveyed, 
which  shall  not  be  paid  in  cash  by  said  Purchasers  nor  paid 
by  the  Grantee  as  hereinbefore  provided,  such  payment  to  be 
made  by  the  Grantee  either  in  cash  or  by  allowing  to  be  cred- 
ited on  First  Mortgage  Five  Per  Cent.  Thirty- Year  Gold 
Bonds  of  the  Railway  and  unpaid  past-due  coupons  apper- 
taining thereto  such  sums  as  would  be  payable  in  cash  on 
such  bonds  and  coupons  out  of  such  proceeds  of  sale  if  the 
whole  amount  were  paid  in  cash. 

But  neither  the  Purchasers,  the  Grantee  nor  its  successors 
or  assigns  shall  be  held  personally  liable  for  any  of  the  afore- 
mentioned taxes,  liabilities,  indebtedness  or  claims,  except  such 
as  by  the  terms  of  this  indenture  they  expressly  assume  to  pay, 
the  manner  provided  in  said  decrees  of  foreclosure  and  sale 


23 

and  said  decrees  of  confirmation  for  enforcing  the  liability  of 
the  Purchasers,  their  grantees,  successors  and  assigns,  for  all 
such  taxes,  liabilities  and  indebtedness  to  be  exclusive  of  all 
other  remedies. 

And  subject  also  to  all  the  other  terms,  conditions  and  pro- 
visions of  said  decrees  of  foreclosure  and  sale  and  the  decrees 
of  confirmation  of  such  sale. 

To  HAVE  AND  TO  HOLD  all  and  singular  the  above  described 
and  conveyed  railways,  franchises,  rights  and  other  property, 
real,  personal  and  mixed,  wherever  situated,  unto  the  Grantee, 
its  successors  and  assigns,  forever,  subject  as  aforesaid. 

The  Grantee,  its  successors  or  assigns,  shall  have  the  right 
for  a  period  of  six  months  from  the  date  of  entry  of  the  decree 
of  the  District  Court  of  the  United  States  for  the  Northern 
District  of  California  confirming  said  sale,  to  elect  whether 
or  not  to  assume  or  adopt  any  lease  or  contract  which  is  a 
part  of  the  railways,  franchises,  rights  or  other  property 
hereby  conveyed,  whether  made  by  the  Raihvay  or  by 
the  Eeceivers  herein,  and  such  Grantee  or  its  successors  or 
assigns  shall  be  held  to  have  adopted  and  assumed  each  such 
lease  or  contract  unless  within  said  period  of  six  months 
it  or  they  shall  file  with  the  Clerk  of  the  District  Court  of 
the  United  States  for  the  Northern  District  of  California  a 
written  election  not  to  assume  or  adopt  the  same ;  but  the  fore- 
going provision  shall  not  be  deemed  to  authorize  the  Grantee 
to  disclaim  or  reject  as  part  of  the  property  purchased  the 
right  of  the  Eailway  in  or  under  the  contract  dated  June  23, 
1905,  between  the  Eailway,  The  Denver  and  Eio  Grande  Rail- 
road Company  and  the  Eio  Grande  Western  Eailway  Com- 
pany and  the  Trustee  under  the  First  Mortgage  of  the  Eail- 
way. 

And  This  Indenture  Fuethee  Witnesseth: 

That  in  consideration  of  the  premises  and  under  and  pur- 
suant to  the  said  decrees  of  the  said  courts,  the  Eailway,  party 
of  the  second  part  hereto,  does  hereby  grant,  bargain,  sell,  as- 


24 

sign,  transfer,  release  and  convey  unto  the  Grantee,  its  suc- 
cessors or  assigns,  forever,  all  its  right,  title  and  interest  in 
and  to  all  the  railways,  franchises,  rights  and  other  property 
hereby  conveyed,  assigned  or  transferred  by  the  Special 
Master  to  the  Grantee. 

To  Have  and  To  Hold  the  same  and  each  and  every  part 
thereof  unto  the  Grantee,  its  successors  and  assigns,  forever. 

And  This  Indentube  Fxjbtheb  Witnesseth: 
That  in  consideration  of  the  premises  and  under  and  pur- 
suant to  the  said  decrees  of  courts,  said  Frank  G.  Drum 
and  "Warren  Olney,  Jr.,  as  Eeceivers  of  the  Eailway  and  of  its 
properties,  parties  of  the  third  part,  do  hereby  grant,  bargain, 
sell,  convey,  assign  and  release  unto  the  Grantee,  its 
successors  and  assigns,  all  their  right,  title  and  in- 
terest in  and  to  all  the  railways,  franchises,  rights 
and  other  property  hereby  conveyed,  assigned  or  trans- 
ferred by  the  Special  Master  to  the  Grantee,  and  as 
well  all  other  assets  or  property  acquired  or  constructed  by 
them  or  that  may  be  acquired  or  constructed  by  them  prior 
to  the  delivery  of  possession  to  the  Grantee,  its  successors  or 
assigns,  of  the  railways  and  property  hereby  conveyed,  as- 
signed or  transferred,  except  such  property  as  may  have  been 
lawfully  disposed  of  by  them,  including  all  property,  interests, 
rights  and  franchises  of  whatever  description  held  by  them 
or  to  which  they  may  be  or  become  entitled  as  such  Receivers. 

Subject,  Howeveb,  as  to  the  1,000  steel  underframe  box 
cars  hereinbefore  mentioned,  to  the  lien  thereon  of  the  in- 
debtedness heretofore  incurred  or  the  notes  or  obligations  is- 
sued by  the  Receivers  for  or  in  aid  of  the  purchase  thereof  as 
hereinbefore  stated. 

To  Have  and  To  Hold  the  same  and  each  and  every  part 
thereof  unto  the  Grantee,  its  successors  and  assigns,  forever. 

And  This  Indentube  Fubthee  Witnesseth: 
That  in  consideration  of  the  premises  and  under  and  pur- 
suant to  the  said  decrees  of  said  courts,  the  Equitable  Com- 


25 

pany,  as  Trustee  under  the  First  Mortgage  of  the  Railway, 
party  of  the  fourth  part  hereto,  does  hereby  convey,  assign, 
transfer  and  release  unto  the  Grantee,  its  successors  and  as- 
signs, forever,  all  its  right,  title  and  interest  as  such  Trustee 
in  and  to  the  railways,  franchises,  rights  and  other  property 
hereby  conveyed,  assigned  or  transferred  by  the  Special  Mas- 
ter to  the  Grantee. 

To  Have  and  To  Hold  the  same  and  each  and  every  part 
thereof  unto  the  Grantee,  its  successors  and  assigns,  forever. 

And  This  Indentuke  Further  Witnesseth: 
That  in  consideration  of  the  premises  and  under  and  pur- 
suant to  the  said  decrees  of  said  courts,  the  Central  Company, 
as  Trustee  under  the  Second  Mortgage  of  the  Railway,  party 
of  the  fifth  part  hereto,  does  hereby  convey,  assign,  transfer 
and  release  unto  the  Grantee,  its  successors  and  assigns,  for- 
ever, all  its  right,  title  and  interest  as  such  Trustee  in  and  to 
the  railways,  franchises  and  other  property  hereby  conveyed, 
assigned  or  tranferred  by  the  Special  Master  to  the  Grantee. 

To  Have  and  To  Hold  the  same  and  each  and  every  part 
thereof  unto  the  Grantee,  its  successors  and  assigns,  forever. 

And  This  Indenttjee  Further  Witnesseth  : 
That  the  Purchasers,  parties  of  the  sixth  part,  have  become 
parties  hereto  in  order  to  signify  their  assent  to  the  execution 
and  delivery  of  this  indenture  to  the  Grantee,  and  they  do 
hereby  signify  their  assent  and  quitclaim  and  release  unto  the 
Grantee,  its  successors  and  assigns,  all  their  right,  title  and 
interest  in  and  to  the  railways,  franchises,  rights  and  other 
property  hereby  conveyed,  assigned  or  transferred  by  the 
Special  Master  to  said  Grantee,  which  hereby  agrees  to  in- 
demnify and  hold  harmless  the  Purchasers  against  and  from 
any  liability  on  account  of  the  assumption  by  the  Purchasers 
of  the  unpaid  liabilities,  indebtedness  and  obligations  of  the 
Receivers  hereinabove  contained. 

In  Witness  Whereof,  the  party  of  the  first  part,  the 
parties  of  the  third  part  and  the  parties  of  the  sixth  part  have 


26 

hereunto  set  their  hands  and  seals,  and  the  party  of  the  second 
part,  the  party  of  the  fourth  part,  and  the  party  of  the  fifth 
part  have  caused  their  respective  corporate  seals  to  be  here- 
unto affixed  and  attested  by  their  respective  secretaries  or 
assistant  secretaries  and  these  presents  to  be  signed  by  their 
respective  presidents  or  vice-presidents  thereunto  duly  au- 
thorized, all  as  of  the  day  and  year  first  above  wirtten. 

Special  Master. 

Signed  and  Sealed  by  Francis 
KIbull  in  presence  of: 


I 


WESTERN  PACIFIC  RAILWAY  COMPANY 

By 

President. 
Attest : 


Secretary. 


Signed  and  sealed  by  Western 
Pacific  Railway  Company  in 
presence  of: 


THE  EQUITABLE  TRUST  COMPANY  OF  NEW  YORK 

As  Trustee, 

By 


Vice-President. 
Attest : 

Assistant  Secretary. 


27 

Signed  and  sealed  by  The 
Equitable  Teust  Company 
OP  New  York  in  presence 
of: 


CENTRAL  TEUST  COMPANY  OF  NEW  YORK 

As  Trustee, 

By _ 

Vice-President. 
Attest : 

Assistant  Secretary. 

Signed  and  sealed  by  Central 
Trust  Company  of  New 
York  in  presence  of: 


.(L.  S.) 


.(L.  S.) 


As  Receivers. 


Signed  and  sealed  by  Frank 
G.  Drum  and  Warren  Ol- 
NEY,  Jr.,  in  presence  of : 


28 


(L.  S.) 

(L.S.) 

-•- (L.S.) 

Purchasers. 


Signed  and  sealed  by  Franklin 
V.  Spooneb,  Robert  E.  Pab- 
Dow  and  John  C.  Eued  in 
presence  of: 


(Acluiowledginents  to  be  added) 


I  (>54 1 


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